Form 4: Jack Henry Director Receives 1,220 RSUs

Jack Henry & Associates director Shruti S. Miyashiro reported the grant of 1,220 restricted stock units that vest in full by the earlier of the 2026 annual meeting or the grant’s first anniversary.

Summary

• Director Shruti S. Miyashiro was granted 1,220 restricted stock units (RSUs) on 2025-11-17.
• Each RSU represents the right to receive one share of JKHY common stock or, at the company’s option, the cash value thereof.
• Vesting occurs in full on the earlier of the day before the 2026 Annual Meeting of Stockholders or 2026-11-17 (the first anniversary of the grant).
• Post-transaction, 1,220 derivative securities (RSUs) are beneficially owned on a direct basis.
• Transaction price for the RSUs is $0, consistent with a director compensation grant.
• Form 4 was signed by Andrew Potter under power of attorney on 2025-11-18.

Sentiment

Score: 6

Explanation: Routine director equity grant that modestly strengthens alignment with shareholders; neutral to slightly positive with minimal dilution.

Positives

• Equity grant aligns director incentives with shareholders through 1,220 RSUs.
• Clear, near-term vesting schedule (earlier of the day before the 2026 annual meeting or 2026-11-17).
• Ability to settle in stock supports ownership alignment; cash settlement optionality provides flexibility.

Negatives

• Potential future issuance of up to 1,220 shares upon vesting may introduce minor dilution.
• No disclosure of non-derivative common stock ownership in this report, limiting visibility into total equity alignment beyond the RSUs.

Future Outlook

No forward-looking statements or guidance provided.

Industry Context

Annual RSU grants with one-year vesting for non-employee directors are standard across U.S. public companies and common among fintech peers, supporting board-shareholder alignment without immediate cash cost.

Comparison to Industry Standards

• The one-year vesting structure is consistent with practices at fintech peers such as Fiserv (FI), Fidelity National Information Services (FIS), and Global Payments (GPN), where non-employee directors typically receive annual RSUs vesting after one year.
• The ability to settle in stock or cash mirrors flexible settlement features seen in many S&P 500 director equity programs.
• Grant size appears modest and typical for director compensation programs, though exact peer grant values are not provided here for direct comparison.

Related Party Transactions

• Grant of 1,220 RSUs to director Shruti S. Miyashiro as part of board compensation.

Stakeholder Impact

• Shareholders: Potential issuance of up to 1,220 shares upon vesting, a de minimis dilution impact.
• Directors: Increased equity-based compensation enhances alignment with shareholder interests.
• Company: Optional cash settlement could entail a small future cash outlay instead of equity issuance.

Next Steps

• RSUs to vest in full on the earlier of the day before the 2026 Annual Meeting of Stockholders or on 2026-11-17.
• Upon vesting, settlement in either JKHY common shares or cash at the company’s option.

Key Dates

Keywords

Jack Henry & Associates, JKHY, Form 4, insider transaction, restricted stock units, RSU grant, director compensation, board of directors, beneficial ownership, corporate governance